Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

SUN KONG HOLDINGS LIMITED

申港控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8631)

ANNOUNCEMENT OF FIRST QUARTERLY RESULTS FOR THE THREE MONTHS ENDED 30 JUNE 2020

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE")

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

This announcement, for which the directors (the "Directors") of Sun Kong Holdings Limited (the "Company") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the "GEM Listing Rules") for the purpose of giving information with regard to the Company and its subsidiaries (collectively referred to as the "Group"). The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

1

HIGHLIGHTS

  • The Group recorded a revenue of approximately HK$75.5 million for the three months ended 30 June 2020, representing a decrease of approximately HK$19.6 million or 20.6% as compared to the Group's revenue of approximately HK$95.1 million for the three months ended 30 June 2019.
  • The Group's gross profit margin decreased from approximately 5.4% for the three months ended 30 June 2019 to approximately 2.6% for three months ended 30 June 2020.
  • The Group recorded a profit and total comprehensive income of approximately HK$0.6 million for the three months ended 30 June 2020, representing a decrease of approximately HK$2.3 million, as compared to the Group's profit and total comprehensive income of approximately HK$2.9 million for the three months ended 30 June 2019.
  • The Board does not recommend the payment of any dividend for the three months ended 30 June 2020.

2

The board of Directors (the "Board") of the Company is pleased to announce the unaudited condensed consolidated first quarterly results of the Group for the three months ended 30 June 2020 (the "Reporting Period"), together with the respective unaudited comparative figures for the corresponding period in 2019, as follows:

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the three months ended 30 June 2020

Three months ended

30

June

2020

2019

Notes

HK$'000

HK$'000

(Unaudited)

(Unaudited)

Revenue

3

75,472

95,106

Cost of sales

(73,485)

(89,971)

Gross profit

1,987

5,135

Other income

683

266

Administrative expenses and other operating expenses

(1,981)

(2,307)

Finance costs

5

(48)

(14)

Profit before taxation

4

641

3,080

Income tax expenses

6

(8)

(159)

Profit and total comprehensive income for the period

633

2,921

Earnings per share

Basic and diluted (HK cents)

7

0.16

0.73

3

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the three months ended 30 June 2020

Reserve

Share

Share

Capital

Accumulated

capital

premium

reserve

profits

Total

Total

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

At 1 April 2019 (Audited)

4,000

44,810

10

12,142

56,962

60,962

Profit and total comprehensive income

for the period

-

-

-

2,921

2,921

2,921

At 30 June 2019 (Unaudited)

4,000

44,810

10

15,063

59,883

63,883

At 1 April 2020 (Audited)

4,000

44,810

10

13,841

58,661

62,661

Profit and total comprehensive income

for the period

-

-

-

633

633

633

At 30 June 2020 (Unaudited)

4,000

44,810

10

14,474

59,294

63,294

4

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended 30 June 2020

  1. GENERAL INFORMATION
    The Company was incorporated in the Cayman Islands as an exempted company with limited liability on 31 October 2017 under the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The address of the Company's registered office is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1- 1111, Cayman Islands. The Company's principal place of business is situated in 20/F., Glassview Commercial Building, No. 65 Castle Peak Road Yuen Long, Yuen Long, New Territories, Hong Kong.
    The Company is an investment holding company. The Group is principally engaged in the business of the sale of diesel oil, steam coal and related products in Hong Kong.
    The shares of the Company (the "Shares") have been listed on GEM of the Stock Exchange by way of placing and public offer (collectively the "Share Offer") on 8 January 2019 (the "Listing Date").
    The condensed consolidated financial statements of the Group for the three months ended 30 June 2020 (the "Condensed Consolidated Financial Statements") are unaudited, but have been reviewed by the audit committee of the Company (the "Audit Committee"). The Condensed Consolidated Financial Statements were approved and authorised for issue by the Directors on 12 August 2020.
    The Condensed Consolidated Financial Statements are presented in Hong Kong Dollar ("HK$"), which is also the functional currency of the Company and its principal subsidiaries and all values are rounded to the nearest thousands (HK$'000), except when otherwise stated.
  2. BASIS OF PREPARATION AND PRINCIPAL ACCOUNTING POLICIES
    1. Basis of preparation
      The Condensed Consolidated Financial Statements have been prepared in accordance with Hong Kong Financial Reporting Standards ("HKFRSs"), which collective term includes all applicable HKFRSs, Hong Kong Accounting Standards ("HKASs") and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA") and the applicable disclosure requirements of the GEM Listing Rules.
      The Condensed Consolidated Financial Statements do not include all the information and disclosures required in the annual financial statements and thereby should be read in conjunction with the audited annual financial information for the year ended 31 March 2020 which have been prepared in accordance with HKFRSs issued by the HKICPA and stated in the audited annual report of the Company for the year ended 31 March 2020.

5

Prior to the corporate reorganisation undertaken in preparation for the listing of the Shares on GEM of the Stock Exchange (the "Reorganisation"), the Group's entities were under the control of Mr. Law Ming Yik ("Mr. Law"), the chairman of the Board and the executive Director. Details of the Reorganisation are set out in the section headed "History and Development, Reorganisation and Group Structure" in the prospectus of the Company dated 21 December 2018 (the "Prospectus"). After completion of the Reorganisation, the Company became the holding company of the companies now comprising the Group. Accordingly, for the purpose of the preparation of the Condensed Consolidated Financial Statements, the Company is considered as the holding company of the companies now comprising the Group throughout the periods presented. The Group is regarded as a continuing entity. The Group was and is under the control of Mr. Law prior to and after the Reorganisation.

The Condensed Consolidated Financial Statements have been prepared on the historical cost basis. The preparation of the Condensed Consolidated Financial Statements in conformity with HKFRSs requires the management to make judgments, estimations and assumptions that affect the application of policies and reported amounts of assets, liabilities, incomes and expenses. The estimations and associated assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying amounts of assets and liabilities not readily apparent from other sources. Actual results may differ from these estimations.

The accounting policies adopted in preparing the Condensed Consolidated Financial Statements are consistent with those adopted in the preparation of the Group's annual financial statements for the year ended 31 March 2020, except for the adoption of the new/revised HKFRSs which are relevant to the Group's operation and are effective for the Group's financial year beginning on 1 April 2020 as described below.

(b) Adoption of new/revised HKFRSs

Amendments to HKFRS 3

Definition of a Business

Amendments to HKFRS 9, HKAS 39 and

Interest Rate Benchmark Reform

HKFRS 7

Amendments to HKAS 1 and HKAS 8

Definition of Material

The adoption of these new/revised HKFRSs has no material impact on the Group's results and financial position for the current or prior periods and does not result in any significant change in accounting policies of the Group.

6

3. REVENUE

Three months ended

30 June

2020

2019

HK$'000

HK$'000

(Unaudited)

(Unaudited)

Revenue from contracts with customers within HKFRS 15

Recognised at point in time

Sales of diesel oil

75,303

94,878

Sales of diesel exhaust fluid

94

193

75,397

95,071

Recognised over time

Ancillary transportation service

75

35

75,472

95,106

4.

PROFIT BEFORE TAXATION

Three months ended

30 June

2020

2019

HK$'000

HK$'000

(Unaudited)

(Unaudited)

This is stated after charging:

Staff costs

Directors' emoluments

324

324

Other staff cost:

- Salaries and other benefits

1,154

1,304

- Retirement benefits scheme contributions

39

48

1,517

1,676

Other items

Auditors' remuneration

120

120

Depreciation of property, plant and equipment

- cost of sales

670

338

- administrative expenses

174

91

844

429

7

5. FINANCE COSTS

Three months ended

30 June

20202019

HK$'000 HK$'000

(Unaudited) (Unaudited)

Interest on bank overdrafts

40

14

Imputed interest on lease liabilities

8

-

48

14

6.

INCOME TAX EXPENSES

Three months ended

30 June

2020

2019

HK$'000

HK$'000

(Unaudited)

(Unaudited)

Current tax

Hong Kong profits tax

8

159

For the three months ended 30 June 2020 and 2019, the assessable profits of a Hong Kong incorporated subsidiary of the Group is entitled to the two-tiered profits tax rates regime that the first HK$2 million of assessable profits will be taxed at 8.25%, and assessable profits above HK$2 million will be taxed at 16.5%.

The Group's entities established in the Cayman Islands and the British Virgin Islands are exempted from income tax.

8

7. EARNINGS PER SHARE

The calculation of the basic and diluted earnings per Share is based on the following data:

Three months ended

30 June

20202019

HK$'000 HK$'000

(Unaudited) (Unaudited)

Earnings

Profit for the period attributable to owners of the Company

for the purpose of basic and diluted earnings per Share

633

2,921

Number of shares

Weighted average number of ordinary Shares for the purposes of

basic and diluted earnings per Share

400,000,000

400,000,000

No diluted earnings per Share for both periods was presented as there were no potential ordinary Shares in issue during both periods.

8. DIVIDEND

The Board does not recommend the payment of any dividend for the three months ended 30 June 2020 (three months ended 30 June 2019: Nil).

9

MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS REVIEW

The Group is principally engaged in the sale of diesel oil, steam coal and related products in Hong Kong. The services of the Group include sourcing and transportation of diesel oil, steam coal and related products in Hong Kong. Most of the Group's customers are logistic companies and construction companies which require diesel oil to operate their logistic fleets. In addition to the sale services as described above, the Group also provides ancillary transportation service to one of the four major international oil suppliers in Hong Kong (the "Oil Major") whereby it helps the Oil Major in transporting diesel oil to its customers. The Group had nine diesel tank wagons of various capacity as at 30 June 2020.

The Group has recorded a revenue of approximately HK$75.5 million for the three months ended 30 June 2020, representing a decrease of approximately HK$19.6 million or 20.6%, as compared to the Group's revenue of approximately HK$95.1 million for the three months ended 30 June 2019. The decrease was primarily due to the drop of average selling price of diesel oil as a result of marked drop in import price of diesel oil in Hong Kong as compared to that of the corresponding period last year.

The Group recorded a profit attributable to owners of the Company of approximately HK$0.6 million for the three months ended 30 June 2020, representing a decrease of HK$2.3 million as compared to HK$2.9 million for the three months ended 30 June 2019. The decrease in the net profit was primarily due to the crude oil price fluctuation and impact of the outbreak of COVID-19 pandemic as compared to that of the corresponding period last year.

FUTURE PROSPECTS

The outbreak of COVID-19 pandemic since early 2020 has caused enormous losses and interruptions to businesses in Hong Kong and worldwide. The global and local economic activities have been contracting as the governments globally and the Government of the Hong Kong Special Administrative Region ("HKSAR Government") have implemented various measures such as travel restrictions to prevent the spread of COVID-19. Because of these measures, business in the logistic sector have also been disrupted, in particular cross-border service between Hong Kong and Mainland China were significantly affected which as a result, affected the demand of diesel oil from the logistic sector.

The outbreak of COVID-19 pandemic has also impacted on the construction industry, with projects facing labor shortages, materials supply issues and delayed government approvals. The slowed down construction projects in Hong Kong reduced the demand of diesel oil for machineries. Although there remains certain level of demand for diesel oil for the on-going projects, until the COVID-19 pandemic is contained, the recovery to normal demand of diesel oil in the construction sector is still unknown.

10

Taking into consideration of the challenging market outlook, the Group will reinforce costs control and continue to deploy more resources on enhancing its service capabilities, expanding its network presence and diversifying its customer base. The Group will also proactively seek potential business development that will broaden its sources of income and enhance value to the shareholders.

FINANCIAL REVIEW

Revenue

The Group's revenue decreased by approximately HK$19.6 million or approximately 20.6% from approximately HK$95.1 million for the three months ended 30 June 2019 to approximately HK$75.5 million for the three months ended 30 June 2020. Decrease in revenue is primarily due to the drop of average selling price of diesel oil as a result of marked drop in import price of diesel oil in Hong Kong as compared to that of the corresponding period last year.

Revenue from the sales of diesel oil and diesel exhaust fluid accounted for approximately HK$75.3 million and HK$0.1 million respectively, representing approximately 99.8% and 0.1% respectively, of the Group's total revenue for the three months ended 30 June 2020. For the three months ended 30 June 2019, the revenue from the sales of diesel oil and diesel exhaust fluid accounted for approximately HK$94.9 million and HK$0.2 million respectively, representing approximately 99.8% and 0.2% respectively, of the Group's total revenue for the three months ended 30 June 2019.

The Group recorded an ancillary transportation service income of approximately HK$75 thousand and HK$35 thousand for the three months ended 30 June 2020 and 30 June 2019 respectively. This service was attributable to service provided to the Oil Major in transporting diesel oil to its customers.

Sales quantity

The sales quantity of diesel oil increased by approximately 45.2% from 21.0 million litres for the three months ended 30 June 2019 to 30.4 million litres for the three months ended 30 June 2020, which showed more diesel oil was required from new customers. The sales quantity of diesel exhaust fluid decreased by approximately 54.5% from 44 thousand litres for the three months ended 30 June 2019 to 20 thousand litres for the three months ended 30 June 2020.

11

Selling price

The average selling price of the Group's diesel oil decreased by approximately 45.3% from HK$4.53 per litre for the three months ended 30 June 2019 to HK$2.48 per litre for the three months ended 30 June 2020 whereas the average selling price of the Group's diesel exhaust fluid increased by approximately 5.0% from HK$4.41 per litre for the three months ended 30 June 2019 to HK$4.63 per litre for the three months ended 30 June 2020. The decrease of the average selling price of the Group's diesel oil was as result of the decreasing trend in the prevailing market prices.

Cost of sales

Cost of sales primarily consists of diesel oil costs, diesel exhaust fluid costs, direct labour costs and depreciation. The purchase cost for diesel oil and diesel exhaust fluid depends on the domestic purchase price offered by the Group's oil suppliers, with reference to the price indices such as Europe Brent spot crude price.

For the three months ended 30 June 2020, the Group's cost of sales was approximately HK$73.5 million, representing a decrease of 18.3% from HK$90.0 million for the three months ended 30 June 2019. Such decrease was in line with the overall drop in revenue.

The largest component of the cost of sales was diesel oil cost, which amounted to approximately HK$88.5 million and HK$71.9 million, representing approximately 98.4% and 97.8% of the cost of sales for the three months ended 30 June 2019 and 30 June 2020, respectively. The unit purchase cost of diesel oil decreased by 44.2% from approximately HK$4.23 per litre for the three months ended 30 June 2019 to approximately HK$2.36 per litre for the three months ended 30 June 2020. The decrease in unit purchase cost of diesel oil was in line with the market trend for the three months ended 30 June 2020.

For the three months ended 30 June 2020 and 30 June 2019, the diesel exhaust fluid costs were approximately HK$50 thousand and HK$123 thousand respectively, representing approximately 0.1% and 0.1% of the cost of sales, respectively.

The direct labour costs comprise wages and benefits, including wages, bonuses, retirement benefit costs and other allowances and benefits payable to the diesel tank wagons drivers and logistics assistants involved in the transportation of the products from the oil depot to the customers. The direct labour costs amounted to approximately HK$0.6 million and HK$0.6 million for the three months ended 30 June 2020 and 30 June 2019, respectively. The Group had ten full-time drivers responsible for the logistics of the Group's diesel and diesel exhaust fluid as at 30 June 2020.

12

Depreciation represented depreciation charges for the Group's equipments which comprise mainly of diesel tank wagons. The depreciation has increased from approximately HK$0.3 million for the three months ended 30 June 2019 to HK$0.7 million for the three months ended 30 June 2020 because four new diesel tank wagons are in use in 2020 as compared to that of 2019.

Gross profit and gross profit margin

The gross profit represented the Group's revenue less cost of sales. The Group recorded a decrease in gross profit by approximately HK$3.1 million or approximately 60.8% from approximately HK$5.1 million for the three months ended 30 June 2019 to approximately HK$2.0 million for the three months ended 30 June 2020. The Group's gross profit margin decreased from 5.4% for the three months ended 30 June 2019 to 2.6% for the three months ended 30 June 2020. Due to the outbreak of the COVID-19 pandemic, the world's oil prices became extremely volatile in the second quarter of 2020, thus the Group's customers were more sensitive to the diesel oil price. This resulted in the decline of both Group's selling price of diesel oil and the gross profit margin.

Administrative and other operating expenses

Administrative and other operating expenses mainly include administrative staff costs, professional service fees, rent and rate and others. The Group's administrative and other operating expenses decreased by approximately HK$0.3 million or 13.0% from approximately HK$2.3 million for the three months ended 30 June 2019 to approximately HK$2.0 million for the three months ended 30 June 2020. The decrease is primarily due to decrease in professional service fees and staff costs for the three months ended 30 June 2020.

Income tax expenses

All of the Group's profit are derived from Hong Kong and is subject to Hong Kong income tax. The Group's income tax decreased by approximately HK$151 thousand or 95.0% from approximately HK$159 thousand for the three months ended 30 June 2019 to approximately HK$8 thousand for the three months ended 30 June 2020.

Capital commitments and contingent liabilities

As at 30 June 2020, the Group had HK$0.7 million of capital commitments in respect of the acquisition of property, plant and equipment that have not been provided in the Group's Condensed Consolidated Financial Statements.

13

Events after the Reporting Period

As at 30 June 2020, the Group was unable to reliably estimate the financial impact of the outbreak of COVID-19 pandemic. The management of the Group considers that there is no significant event subsequent to 30 June 2020 which would materially affect the financial performance and operation of the Group. Thus, the Board is not aware of any significant events requiring disclosure that have occurred.

Capital expenditure

During the Reporting Period, the payment for capital expenditure of the Group decreased by approximately HK$1.2 million or 38.7% as compared with the corresponding period last year to approximately HK$1.9 million (2019: approximately HK$3.1 million), which was mainly related to the payment for the purchase of diesel tank wagons.

Other income

Other income was mainly attributed by the first tranche of the "Employment Support Scheme" ("ESS") from the second round of the "Anti-epidemic Fund." The ESS was initiated by the HKSAR Government to provide financial support for employers in order to retain employees who might otherwise be made redundant.

Profit for the period

The Group recorded a decrease in net profit by approximately HK$2.3 million from approximately HK$2.9 million for the three months ended 30 June 2019 to approximately HK$0.6 million for the three months ended 30 June 2020, and the Group's net profit margin decreased from 3.1% for three months ended 30 June 2019 to 0.8% for the three months ended 30 June 2020. Due to the fluctuations in oil prices in the second quarter of 2020 and the negative impacts of the outbreak of COVID-19 pandemic, the Group's gross profit decreased dramatically as compared with the corresponding period last year. However, the Group had to maintain its fixed operating costs i.e. salary, depreciation and other operating costs during the period, the Group's net profit decreased as a result.

DIVIDEND

The Board did not recommend the payment of any dividend for the three months ended 30 June 2020.

14

USE OF PROCEEDS

The Shares were listed on GEM on 8 January 2019 by way of Share Offer. The Directors intend to apply the net proceeds (the "Net Proceeds") from the Share Offer in accordance with the proposed implementation plan as set out in the section headed "Future Plans and Use of Proceeds" in the Prospectus. The Net Proceeds after deducting underwriting commission and other listing expenses, amounted to approximately HK$34.8 million. Details of the change in use of Net Proceeds are set out in the Company's announcement dated 3 July 2020 (the "UOP Announcement"). Set out below is the actual use of the Net Proceeds up to 30 June 2020:

The change

in use of

Net Proceeds

Net Proceeds

subsequent

Actual use of

Unused total

Original

according

to the change

Net Proceeds

Net Proceeds

planned use of

to the UOP

in use of

up to 30 June

up to 30 June

Net Proceeds

Announcement

Net Proceeds

2020

2020

HK$ million

HK$ million

HK$ million

HK$ million

HK$ million

Purchase of diesel tank wagons (Note 1)

15.0

-

15.0

10.1

4.9

Expand manpower

12.5

(10.8)

1.7

1.7

-

Upgrade information technology (Note 2)

5.0

-

5.0

-

5.0

Working capital

2.3

10.8

13.1

13.1

-

Total

34.8

34.8

24.9

9.9

Note:

  1. One new diesel tank wagon has been ordered in May 2020 and is expected to be delivered to the Group by January 2021.
  2. The Group is still in negotiation with the potential suppliers on the requirements and specification of the information technology system.

Save as disclosed above and in the UOP Announcement, the Group will apply the Net Proceeds in the manner consistent with the proposed plan set out in the section headed "Future Plans and Use of Proceeds" in the Prospectus. The implementation plans for business strategies and use of Net Proceeds as stated in the Prospectus were based on the best estimation and assumption of future market conditions made by the Group at the time of preparing the Prospectus. The Group implemented its business strategies and applied the Net Proceeds based on the actual development of the Group's business and industry, as well as market conditions.

15

ENVIRONMENT POLICIES AND PERFORMANCE

The principal activity of the Group is governed by environmental laws and regulations in Hong Kong such as those in relation to air pollution control as set out in the section headed "Regulatory Overview" in the Prospectus.

The Group recognises the importance of environmental protection and has implemented various environmental protection measures, such as reducing air pollutant emissions and preventing leakage of oil products or other hazardous substance, in order to minimise the operation impact on the environment and natural resources.

The Group will continue to monitor the business operations in order to ensure that it does not have any significant adverse effect on the environment and that the Group's environment protection measures are adequate to ensure compliance with all applicable laws or regulations in Hong Kong.

As at the date of this announcement, no prosecution, penalty or punishment has been imposed upon the Group for the violation of any applicable environmental laws or regulations.

OTHER INFORMATION

Purchase, Sale or Redemption of the Company's Listed Securities

As at 30 June 2020, there was no purchase, sale or redemption of any of the Company's listed securities.

16

Interests and short positions of Directors and chief executive in the Shares, underlying Shares or debentures of the Company and its associated corporations

As at 30 June 2020, the interests and short positions of the Directors and the chief executive of the Company in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or (ii) to be entered into the register required to be kept therein, pursuant to Section 352 of the SFO, or (iii) to be notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by Directors to be notified to the Company and the Stock Exchange, were as follows:

Long position in the Shares

Percentage of

issued share

Capacity/

Number of

capital of

Name of Director

Nature of Interest

Shares

the Company

Mr. Law Ming Yik

Interest in a controlled corporation (Note 1)

251,110,000

62.78%

Shares(L)

(Note 2)

Notes:

  1. The Company is owned as to 62.78% by Fully Fort Group Limited ("Fully Fort") which is wholly owned by Mr. Law. Under the SFO, Mr. Law is deemed to be interested in Shares held by Fully Fort.
  2. The letter "L" denotes the person's long position in the relevant Shares.

Save as disclosed above, as at 30 June 2020, none of the Directors and chief executive of the Company had any interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required to be recorded in the register required to be kept by the Company under Section 352 of the SFO, or which were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules, notified to the Company and the Stock Exchange.

17

Interests and short positions of the substantial shareholders and other persons in the Shares, underlying Shares and debentures of the Company and its associated corporations

As at 30 June 2020, to the best knowledge of the Directors, the following persons (not being a Director or chief executive of the Company) had or were deemed to have interests in Shares or underlying Shares which (i) were recorded in the register required to be kept by the Company under Section 336 of the SFO, or (ii) which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO and the GEM Listing Rules, or who will be, directly or indirectly, interested in 10% or more of the issued voting shares of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of our Company.

Number of

Percentage of

Name of Shareholders

Capacity/nature of interest

Shares held

shareholding

Fully Fort Group Limited

Beneficial owner (Note 1)

251,110,000

62.78%

(Long position)

Notes:

1. Fully Fort is the beneficial owner of 251,110,000 Shares, representing 62.78% of the Company's issued share capital. Fully Fort is wholly owned by Mr. Law.

Save as disclosed above, as at 30 June 2020, the Directors have not been notified by any person who had interests or short positions in the Shares, underlying Shares or debentures of the Company as recorded in the register required to be kept pursuant to Section 336 of the SFO, or which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO.

Share Option Scheme

The Company's share option scheme (the "Share Option Scheme") was conditionally adopted on 11 December 2018, which became effective on the commencement of dealings of the Shares on the Stock Exchange on the Listing Date. The principal terms of the Share Option Scheme, are summarised in the section headed "Statutory and general information - Share option scheme" in Appendix IV to the Prospectus.

During the Reporting Period and up to the date of this announcement, there were no options granted, exercised, lapsed or cancelled under the Share Option Scheme and there were no outstanding share options as at 30 June 2020.

18

Competing Interests

The Directors confirm that none of the controlling shareholders of the Company or the Directors and their respective close associates (as defined in the GEM Listing Rules) is interested in any business apart from the business operated by our Group which competes or is likely to compete, directly or indirectly, with our Group's business during the Reporting Period and up to the date of this announcement.

Interests of the Compliance Adviser

In accordance with Rule 6A.19 of the GEM Listing Rules, the Company has appointed Giraffe Capital Limited ("Giraffe Capital") to be the compliance adviser. Giraffe Capital has declared its independence pursuant to Rule 6A.07 of the GEM Listing Rules. Neither Giraffe Capital nor any of its directors or employees or close associates had any interest in the share capital of the Company or any member of the Group (including options or rights to subscribe for such securities, if any) or otherwise in relation to the Company which is required to be notified to the Company pursuant to Rule 6A.32 of the GEM Listing Rules.

Audit Committee

The Company has established the Audit Committee on 11 December 2018 in compliance with Rules 5.28 to 5.29 of the GEM Listing Rules and with written terms of reference in compliance with the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules. The Audit Committee comprises three independent non-executive Directors, namely Mr. Ho Cheung Kong, Mr. Wong Ka Chun Matthew and Mr. Fenn David. Mr. Ho Cheung Kong is the chairman of the Audit Committee and he holds the appropriate professional qualifications as required under Rules 5.05(2) and 5.28 of the GEM Listing Rules.

The unaudited Condensed Consolidated Financial Statements had been reviewed by the Audit Committee, which was of the opinion that the unaudited Condensed Consolidated Financial Statements have been prepared in compliance with the applicable accounting standards and the GEM Listing Rules.

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Nomination Committee

The Company established a nomination committee (the "Nomination Committee") on 11 December 2018 which comprises Mr. Law and two independent non-executive Directors, namely Mr. Wong Ka Chun Matthew and Mr. Fenn David. Mr. Law is the chairman of the Nomination Committee.

The primary function of the Nomination Committee is to review the structure, size and composition of the Board on regular basis; identify individuals suitably qualified to become Board members; assess the independence of independent non-executive Directors; and make recommendations to the Board on relevant matters relating to the appointment or re-appointment of Directors. The full terms of reference setting out details of the authority, duties and responsibilities of the Nomination Committee is available on both the GEM's website and the Company's website.

Pursuant to the terms of reference of the Nomination Committee, meetings shall be held at least once a year and additional meetings should be held if the committee shall so request.

The Nomination Committee has reviewed the structure, size and composition of the Board as well as discussing matters regarding the retirement and re-election of Directors.

Remuneration Committee

The Company established a remuneration committee (the "Remuneration Committee") on 11 December 2018 in compliance with Appendix 15 of the GEM Listing Rules, which comprises two independent non- executive Directors, namely Mr. Fenn David and Mr. Ho Cheung Kong together with Mr. Law. Mr. Fenn David is the chairman of the Remuneration Committee.

The primary duties of the Remuneration Committee are to make recommendation to the Board on the overall remuneration policy and structure relating to all Directors and senior management of the Group, review and approve the management's remuneration proposals, and ensure none of the Directors determine their own remuneration.

The full terms of reference setting out details of duties of the Remuneration Committee is available on both the GEM's website and the Company's website.

The Remuneration Committee recommends the Directors' remuneration with reference to the benchmarking of the market. The Company also looks into individual Director's competence, duties, responsibilities, performance and the results of the Group in determining the exact level of remuneration for each Director.

Pursuant to the terms of reference of the Remuneration Committee, meeting shall be held at least once a year and additional meetings should be held if the committee shall so request.

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Directors' Securities Transactions

The Company adopted a code of conduct regarding directors' securities transactions on terms no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules. Having made specific enquiries of all Directors, the Company confirms that all of the Directors complied with such required standard of dealings and its code of conduct regarding directors' securities transactions as at the date of this announcement.

Corporate Governance

The Company is firmly committed to maintaining and ensuring a high level of corporate governance standards and will review and improve the corporate governance practices and standards constantly. Since the Listing Date and up to 30 June 2020, the Company has complied with the code provisions set out in the Corporate Governance Code contained in Appendix 15 of the GEM Listing Rules.

SUFFICIENCY OF PUBLIC FLOAT

Based on the information that is publicly available to the Company and within the knowledge of the Directors, as at the date of this announcement the Company has maintained a sufficient public float as required under the GEM Listing Rules.

On behalf of the Board

Sun Kong Holdings Limited

Law Ming Yik

Chairman and executive Director

Hong Kong, 12 August 2020

As at the date of this announcement, the executive Directors of the Company are Mr. LAW Ming Yik (chairman) and Mr. LI Isaiah (chief executive officer); and the independent non-executive Directors of the Company are Mr. FENN David, Mr. WONG Ka Chun Matthew and Mr. HO Cheung Kong.

This announcement will remain on GEM's website at www.hkgem.com on the "Latest Listed Company Information" page for at least 7 days from the date of its publication and on the Company's website at www.skhl.com.hk.

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Sun Kong Holdings Ltd. published this content on 12 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 August 2020 12:22:03 UTC